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A Shareholder Resolution is a formal proposal put forward by shareholders at a German company's general meeting (Hauptversammlung). It allows investors who own shares to influence company decisions, from appointing supervisory board members to approving major business changes under the German Stock Corporation Act (Aktiengesetz).

Under German law, shareholders need to hold at least 1% of the company's share capital or shares worth €100,000 to submit a resolution. These proposals often address important issues like dividend payments, corporate governance changes, or environmental policies. The resolution becomes binding if it receives majority approval at the meeting.

Use a Shareholder Resolution when you need to drive significant changes in a German company's direction. Common situations include replacing underperforming board members, adjusting executive compensation, demanding stronger environmental policies, or changing dividend distribution strategies. This tool gives shareholders a powerful voice in corporate decision-making.

The resolution process works especially well for addressing governance concerns or strategic shifts that management might resist. For example, pushing for new sustainability targets, requesting detailed climate risk reporting, or demanding more transparent financial disclosures. Under German law, timing these proposals before the annual general meeting is crucial for maximum impact.

• Annual General Meeting Resolution: Used during formal AGMs for major company decisions like dividend payments or board appointments
• Resolution By Shareholders: Standard format for collective shareholder decisions outside regular meetings
• Resolution Of Sole Shareholder: Simplified format for GmbHs with single owners making company decisions
• Board Resolution For Loan From Shareholder: Specific to approving shareholder loans to the company
• Circular Resolution Of Shareholders: Enables written voting without physical meetings, common for urgent decisions

• Individual Shareholders: Private investors holding at least 1% of shares or €100,000 in share value can propose resolutions in German companies
• Institutional Investors: Investment funds, pension funds, and insurance companies often initiate resolutions on governance or sustainability issues
• Board Members: Must implement approved resolutions and ensure compliance with German corporate law
• Legal Counsel: Draft and review resolution text to ensure compliance with Aktiengesetz requirements
• Company Secretary: Manages resolution submission process and maintains official documentation
• Proxy Advisors: Analyze resolutions and provide voting recommendations to institutional investors

• Share Ownership Verification: Confirm you meet the 1% or €100,000 threshold required by German law
• Resolution Text: Draft clear proposal language that states exactly what action you want the company to take
• Supporting Documents: Gather financial data, market research, or expert opinions that support your proposal
• Timing Check: Submit at least 24 days before the general meeting for AG companies
• Legal Requirements: Our platform ensures your resolution includes all mandatory elements under the Aktiengesetz
• Stakeholder Input: Consider gathering support from other shareholders to increase chances of approval
• Format Review: Verify resolution follows company statute requirements for submission

• Title and Date: Clear identification as a shareholder resolution with meeting date
• Company Details: Full legal name, registration number, and registered office address
• Proposal Text: Precise description of the proposed action or decision
• Legal Basis: Reference to relevant sections of the Aktiengesetz and company statutes
• Shareholder Information: Names and shareholding details of proposing parties
• Voting Requirements: Specified majority needed for approval
• Implementation Timeline: Clear deadlines and execution steps
• Signature Block: Space for required signatures with date fields
• Documentation: List of supporting documents or appendices

A Shareholder Resolution and a Board Resolution serve different purposes in German corporate governance, though they're often confused. While both are formal decision-making tools, they operate at different levels of corporate authority and require different approvals.

• Decision-Making Authority: Shareholder Resolutions come from company owners and can override board decisions, while Board Resolutions represent management-level decisions within their delegated authority
• Required Majorities: Shareholder Resolutions typically need 50-75% approval from voting shares under the Aktiengesetz, whereas Board Resolutions usually require simple board majority
• Scope of Decisions: Shareholder Resolutions handle fundamental matters like mergers or capital changes; Board Resolutions cover operational decisions and day-to-day management
• Implementation Timeline: Board Resolutions take effect immediately upon approval, while Shareholder Resolutions often require registration with the commercial register